New crowdfunding rules: The good and bad news for entrepreneurs and investors

Joshua Roberts/Bloomberg - The Securities and Exchange Commission on Wednesday proposed new rules that would allow entrepreneurs to raise small amounts of capital from anyone in the country through online portals.

The Securities and Exchange Commission’s newly proposed crowdfunding rules span a whopping 585 pages, so naturally, it took experts and analysts the better part of a few days to wade through all the details in the text.

Now that the dust is beginning to settle, it’s clear that the proposal included some good news and some not-so-good news for those waiting to take advantage of the new rules, which would allow entrepreneurs to raise small amounts of capital from lots of people through new online funding portals.

SAN FRANCISCO, CA - DECEMBER 03:  A therapy dog named Toby reacts as he is pet by a traveler inside Terminal 2 at San Francisco International Airport on December 3, 2013 in San Francisco, California.  The San Francisco SPCA and San Francisco International Airport joined forces to launch a new program called 'Wag Brigade' that will have a team of certified therapy dogs that will patrol the airport's to help calm stressed travelers during the busy holiday travel season.  (Photo by Justin Sullivan/Getty Images)

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Here’s a look at the pluses and minuses for those entrepreneurs and their prospective investors.

The good news for entrepreneurs: Self-certification and flexibility

There was plenty to be pleased about last week for entrepreneurs hoping to take advantage of the new crowdfunding rules. Most importantly, regulators proposed making investors responsible for tracking how much they are allowed to invest under new crowdfunding limits (more on that in a moment). Some had feared the SEC might put that onus on the firms or the funding portals.

In addition, the proposal would not count crowdfunding investors toward a company’s owner total, Once a company has more than 2,000 people with ownership stakes, businesses are no longer considered a “microcap” company and must register with the SEC.

The exemption therefore “decreases the level of compliance and regulatory burden crowdfunding will impose on companies,” Richard Swart, director of research for the Innovation in Entrepreneurial and Social Finance program at the University of California at Berkeley, wrote in a blog post about the proposal.

Ryan Feit, a board member for Crowdfund Intermediary Regulatory Advocates (CFIRA), which lobbies for the crowdfunding industry, noted that the original law seemed to imply that firms would have to establish a specific funding target and either raise exactly that amount or nothing at all.

However, regulators have “implemented some flexibility,” he said, allowing entrepreneurs to set minimum and a maximum fundraising goals.

“Now you could say ‘I want to raise at least $250,000 but I’ll take all the way up to $750,000 if there is more demand from investors,’ ” Feit said. “That’s very important they added that in there.”

The bad news for entrepreneurs: Audit and annual filing requirements

Some are concerned that a couple new regulatory hoops could undermine the law’s intent, potentially deterring entrepreneurs who might have thought about crowdfunding.

The first is a requirement that all firms raising more than $500,000 a year (or less than a maximum $1 million) must provide audited financial statements. The proposed rule is meant to protect investors from oversized scams or losses, but some worry that a full audit will prove too costly for promising young firms, particularly those that are not yet generating revenue.

“That could put a real freeze on companies looking to raise more than a half million dollars,” Jason Best, one of the founders of Crowdfund Capital Advisors, a consulting firm for investors and entrepreneurs, said in an interview.

 
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